Steel v. Webster , 188 Mass. 478 ( 1905 )

Lathrop, J.

The auditor has found in this case that the plaintiffs sold goods to a corporation represented now by the defendants ; that before making the contract of sale the plaintiffs inquired through a mercantile agency as to the financial condition of the corporation, and received in return a statement in detail of the assets and liabilities of the corporation contained in its annual returns of condition, in pursuance of the requirements of the Pub. Sts. c. 106, § 54; that these returns were knowingly false and made for the purpose of giving the corporation a credit to which it was not entitled, and to deceive the public and persons from whom the corporation might seek and obtain credit. The questions are whether the plaintiffs can avail themselves of these false statements, they relying on the same and making the sale in consequence thereof, and whether they can rescind the sale and maintain an action of replevin for the goods.

No question is made that the requirements of the Pub. Sts. c. 106, § 54, apply to the corporation in question. This requires an annual certificate “ signed and sworn to by its president, treasurer, and at least a majority of its directors,” and stating among other things “ the assets and liabilities of the corporation, in such form and with such detail as the commissioner of corporations shall require or approve.” See also Sts. 1887, c. 225; 1890, c. 199; 1896, c. 369; R L. c. 110, §51;' St. 1903, c. 437, § 45. There are also many acts preceding the Public Statutes.

In Fogg v. Pew, 10 Gray, 409, 415, in reference to the retiirn required from an insurance company to the secretary of the Commonwealth, it was said by Mr. Justice Bigelow: “The return made by the corporation to the secretary of the Commonwealth, in compliance with the provisions of the statutes, was irrelevant and immaterial to the issue before the jury, unless accompanied by further evidence that the defendant saw or knew of such statement, and was thereby deceived, and entered into contracts of insurance with the corporation, relying in some degree on the statements which it contained.”

In Thayer v. New England Lithographic Steam Printing Co. 108 Mass. 523, 528, Mr. Justice Wells, speaking of the St. of 1862, c. 210, requiring a certificate to be filed, said: “ The purpose is to secure, to the public, information, furnished by such a statement, of the character and condition of the corporation, so that those who may deal with it may have knowledge, or means of knowing those facts.”

In Felker v. Standard Yarn Co. 148 Mass. 226, it was said by Mr. Justice Charles Allen, speaking of the Pub. Sts. c. 106, § 54: “ No doubt one important reason, perhaps the principal reason, for the statutory provisions is to enable persons who may have occasion to deal with corporations to ascertain their condition, and their title to credit.” See also Heard v. Pictorial Press, 182 Mass. 530.

Hunnewell v. Duxbury, 154 Mass. 286, is readily distinguishable from the case at bar. That was a case of a foreign corporation, which by the St. of 1884, c. 330, was required to file a certificate containing a statement of the amount of its capital stock, and the amount paid in thereon to its treasurer, and how paid, as a condition precedent to its right to do business in this State. It was not required to file a statement of its assets or liabilities. As the court said, in speaking of the certificate: “ Its design was not to procure credit among merchants, but to secure the right to transact business in the State.”

We have no doubt in the case at bar that the judge in the court below rightly found for the plaintiffs, with nominal damages.

Exceptions overruled.